PUBLIC INTO PRIVATE COMPANY
| Basic | Advance |
|---|---|
| ✔ Roc Filing | ✔ Roc Filing |
| ✔ Documentation | |
| ✔ Professional Consultancy |
Public into Private Company in India
Conversion of Public Company into Private Limited Company in India – Complete Guide
In India, many public limited companies choose to convert into private limited companies for better operational control, reduced compliance burden, and streamlined decision-making. This move is especially popular among closely held or family-run businesses that no longer wish to remain listed or operate under stringent public company regulations.
At Bharat eFiling Point, we assist you with the complete legal process of converting a public company into a private company — efficiently, affordably, and in compliance with the Companies Act, 2013.
What is Conversion from Public to Private Company?
This process involves changing a company’s legal structure from a Public Limited Company (which may be listed or unlisted and allows public shareholding) to a Private Limited Company, where shares are closely held, transfer is restricted, and fewer compliance requirements apply.
The conversion is governed under Section 14 of the Companies Act, 2013 and requires approval from shareholders, creditors, and the National Company Law Tribunal (NCLT).
Key Benefits of Converting Public Company into Private Company
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Simplified Compliance: Reduced statutory filings and audit requirements
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Greater Decision-Making Power: Promoters retain stronger control without public interference
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Restricted Share Transfer: Protects ownership and prevents hostile takeovers
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Exemption from SEBI Regulations: Unlisted private companies are not subject to SEBI rules
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Lower Costs: Less expenditure on compliance, audits, and shareholder communication
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Operational Flexibility: Faster decisions without mandatory shareholder meetings or disclosures
Disadvantages of Conversion
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Limited Access to Capital: Cannot raise funds from the public or list on stock exchanges
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Loss of Public Company Status: May affect brand image and investor perception
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Need for NCLT Approval: Involves a time-consuming legal process
Eligibility for Conversion
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The company must have no listed shares or must delist prior to conversion
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Must have passed all pending annual filings and tax returns
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Requires approval from at least 75% of shareholders through a special resolution
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Requires NCLT approval under Companies (Incorporation) Rules, 2014
Step-by-Step Procedure for Conversion of Public Company into Private Limited Company
Step 1: Hold Board Meeting
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Pass a resolution to propose the conversion
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Approve the draft notice for an Extraordinary General Meeting (EGM)
Step 2: Convene EGM
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Pass a Special Resolution to alter the Articles of Association (AOA) and convert the company status
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Approve amendment of Memorandum of Association (MOA), if required
Step 3: File MGT-14
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File Form MGT-14 within 30 days of the special resolution, along with:
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Certified resolution copy
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Altered AOA and MOA
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Explanatory statement under Section 102
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Step 4: File Application with NCLT
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File a petition in Form INC-27 along with:
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Certified board and shareholder resolutions
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Latest financial statements
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List of creditors and their no objection certificate (NOC)
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Affidavits from directors
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Copy of public notice in newspapers
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Step 5: NCLT Hearing and Order
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Appear before NCLT
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Respond to any objections from regulators or creditors
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On approval, NCLT will issue an order allowing conversion
Step 6: ROC Filing
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Submit NCLT order to ROC with necessary attachments
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ROC issues a Fresh Certificate of Incorporation as a Private Limited Company
Post-Conversion Compliance
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Update PAN, TAN, GST, and bank account details
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Amend all statutory registers, agreements, and licenses
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Inform stakeholders, vendors, and government departments
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Reflect the new name and company type in business operations
Mandatory Documents Required
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Certified copies of MOA and AOA
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Special resolution copy
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List of shareholders and directors
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Affidavit and declarations from directors
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List of creditors and their consent
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Copy of newspaper advertisement
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Financial statements (audited)
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NCLT order and ROC forms (MGT-14, INC-27)
Why Choose Bharat eFiling Point?
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Expert Support for NCLT & ROC Filing
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Transparent & Affordable Packages
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PAN India Service Coverage
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End-to-End Legal Documentation
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Dedicated Account Manager
We handle every legal and procedural requirement to ensure a seamless and timely conversion for your business.
Converting a public company into a private company is a strategic move for businesses seeking reduced regulatory obligations, operational efficiency, and tighter ownership control. With expert guidance from Bharat eFiling Point, your company can achieve a smooth and compliant transition under Indian corporate law.
Company Annual Filing Pvt vs LLP
| FEATURES | Pvt | LLP |
|---|---|---|
| DOCUMENTS | Appointment of Auditor - ADT 01, INC 20 A form filing, DIR 3 KYC (For 2 directors), Accounting & Bookeeping(Upto 100 transactions), Financial statement preparation, Accounting software (1-year license), AOC 4, MGT 7 & ADT filing, Annual filing(Upto turnover of 20 lakhs), Facilitation of Annual General Meeting, Preparation of Minutes & Filing of AGM Report, GST Returns Filings (12 Months), One Year Income Tax filing(Upto turnover of 20 lakhs), Statutory regulations PF, ESI, TDS*, Payroll, PF & ESI filing (Up to 5 employees). | Form 8 & 11 filing(One year), DIR 3 KYC (For 2 directors), Accounting & Bookeeping(Upto 100 transactions), Financial statement preparation, Accounting software (1-year license), GST Returns Filings (12 Months), One Year Income Tax filing(Upto turnover of 20 lakhs), Statutory regulations PF, ESI, TDS*, Payroll, PF & ESI filing (Up to 5 employees). |
| Time | 7-9 working days | 7-9 working days |
Documents Required for Public into Private Company in India
To convert a public limited company into a private limited company in India, the following documents are required:
- Notice of Board Meeting: A notice of the board meeting must be issued to all the directors of the company, specifying the agenda and the proposal for conversion.
- Altered Memorandum of Association (MOA): The MOA of the company must be altered to reflect the changes in the company’s status from public to private.
- Altered Articles of Association (AOA): The AOA of the company must be altered to reflect the changes in the company’s status from public to private.
- Special Resolution: A special resolution must be passed by the shareholders of the company, approving the conversion and alterations to the MOA and AOA.
- Notice of General Meeting: A notice of the general meeting must be issued to all the shareholders of the company, specifying the agenda and the proposal for conversion.
- Details of Directors and Promoters: Details of the directors and promoters of the company must be submitted to the Registrar of Companies (ROC) along with the application for conversion.
- Certificate of Incorporation: A fresh certificate of incorporation will be issued by the ROC, recognizing the company as a private limited company.
It is important to note that the process of conversion can take anywhere between three to six months, depending on various factors. Additionally, a private limited company must have a minimum paid-up capital of one lakh and a minimum of two shareholders and two directors. It is mandatory for a private limited company to appoint a company secretary if the paid-up capital exceeds five lakhs.
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Public into Private Company FAQ’s
hat is the difference between a private company and a public company?
Why would a company want to go from public to private?
A company might want to go from public to private for several reasons, such as avoiding regulatory scrutiny, retaining control, focusing on long-term growth, or escaping the pressures of meeting quarterly earnings expectations.
How does a company go from public to private?
The process of going from public to private typically involves obtaining shareholder approval, reaching a merger or acquisition agreement with a private equity firm or another private company, filing paperwork with regulatory agencies, delisting shares from public stock exchanges, and buying back shares from public shareholders.
What are the advantages of going from public to private?
The advantages of going from public to private include avoiding regulatory paperwork and hurdles, retaining control, focusing on long-term growth, and not having to disclose financial information to the public.
What are the disadvantages of going from public to private?
The disadvantages of going from public to private include potentially higher costs associated with the buyout, loss of access to public capital markets, and reduced liquidity for shareholders.
Private companies are owned by a small group of shareholders, and their shares are not traded on public stock exchanges. Public companies, on the other hand, are owned by a large number of shareholders, and their shares are traded on public stock exchanges.